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7 <br />4854-7635-7637.1 <br />“Beneficial Owner” shall mean, whenever used with respect to a Bond, the person <br />in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant <br />on the records of such Participant, or such person’s subrogee. <br /> <br />“Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor <br />nominee of DTC with respect to the Bonds. <br /> <br />“DTC” shall mean The Depository Trust Company of New York, New York. <br /> <br />“Participant” shall mean any broker-dealer, bank or other financial institution for <br />which DTC holds Bonds as securities depository. <br /> <br />“Representation Letter” shall mean the Representation Letter pursuant to which the <br />City agrees to comply with DTC’s Operational Arrangements. <br /> <br />(b) The Bonds shall be initially issued as separately authenticated fully registered <br />bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. <br />Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the <br />name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its <br />nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of <br />payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be <br />redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds <br />under this Resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and <br />neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the <br />Registrar nor the City shall have any responsibility or obligation to any Participant, any person <br />claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or <br />any other person which is not shown on the bond register as being a registered owner of any Bonds, <br />with respect to the accuracy of any records maintained by DTC or any Participant, with respect to <br />the payment by DTC or any Participant of any amount with respect to the principal of or interest <br />on the Bonds, with respect to any notice which is permitted or required to be given to owners of <br />Bonds under this Resolution, with respect to the selection by DTC or any Participant of any person <br />to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent <br />given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is <br />registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of <br />and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & <br />Co. in accordance with DTC’s Operational Arrangements, and all such payments shall be valid <br />and effective to fully satisfy and discharge the City’s obligations with respect to the principal of <br />and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall <br />receive an authenticated Bond for each separate stated maturity evidencing the obligation of the <br />City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written <br />notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., <br />the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. <br /> <br />(c) If the City determines that it is in the best interest of the Beneficial Owners that <br />they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the <br />Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds